Exhibit 10.35
MARKETING ALLIANCE AGREEMENT
THIS MARKETING ALLIANCE AGREEMENT (this "Agreement") is entered into as of
this 4th day of January, 2001 by and between CoNext Holdings, Inc., a Delaware
corporation ("CoNext"), and printCafe Systems, Inc., a Delaware corporation
("printCafe").
I. CoNext has developed supply market solutions for, among other things,
printed materials;
II. CoNext has created and manages a qualified and preferred market of
buyers and suppliers of printed material, including preferred pricing and
service agreements for printing services and paper;
III. printCafe has developed an end-to-end electronic software solution
capable of integrating and automating all stages of the printing process
including design and specification, procurement, manufacturing, distribution and
supply chain management;
IV. CoNext desires to obtain certain rights to market such software and
promote such e-commerce product offerings as provided herein; and
V. printCafe desires to grant certain rights to the CoNext to market such
software and product offerings and team together initially in offering strategic
sourcing capabilities for the printing and publishing industries and for
additional custom configurable products as mutually agreed upon.
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties do mutually agree as follows:
1. STRATEGIC ALLIANCE.
(a) CONEXT OBLIGATIONS; EXCLUSIVE STATUS. During the term of this
Agreement, as part of its print supply market solution CoNext will exclusively
offer printCafe's Internet based e-commerce print procurement solution to
Fortune 500 companies and business-to-business consortiums in North America for
integrating strategic sourcing solutions for printed materials and other related
consumable ("Products") procurement, and will not recommend any other e-commerce
solution for the purchase of printed materials to companies included in the
Fortune 500 in North America. CoNext will not be considered in breach of the
foregoing obligation to the extent that a company or consortium has a
pre-existing relationship with a provider of e-commerce solutions for Products
and/or a company or consortium refuses to or requests not to do business with
printCafe for the purposes of obtaining e-commerce solutions for Products. In
addition, CoNext will provide printCafe with a right of first refusal to be the
exclusive e-commerce based procurement solution of Products in the event that it
creates a print supply market solution outside of North America. Such right of
first refusal shall be offered on such terms and conditions as CoNext elects in
its sole discretion, provided that the right of first refusal
1
shall only exist in such countries where printCafe has the ability to provide
such services on competitive terms.
(b) PRINTCAFE OBLIGATIONS. During the term of this Agreement, printCafe
shall offer or provide the following services:
(i) an end-to-end electronic software solution capable of integrating
and automating all stages of the printing process, including, without
limitation, design and specification, procurement, manufacturing,
distribution and supply chain management;
(ii) supply its buyer side e-commerce based print procurement
solutions to CoNext on an OEM basis in order to permit CoNext to bundle
printCafe's e-commerce based print procurement solution as part of CoNext's
Supply Market Solution;
(iii) as part of its standard print procurement solution, provide to
each print buyer in the Fortune 500 recommended to printCafe by CoNext (A)
a custom-branded website hosted by printCafe, (B) functional capabilities
included in the most advanced release of printCafe software from time to
time, as such software is currently detailed in EXHIBIT A, and (C) monthly
and quarterly reports as agreed upon by the print buyer, printCafe and
CoNext;
(iv) timely data collection and distribution to CoNext at no cost
relating to transactions conducted by print buyers participating in
CoNext's Supply Market Solution for which printCafe provides a private
label site or otherwise, subject to the approval of the print buyer;
(v) implement and maintain disaster recovery plans in connection with
its provision of Internet based e-commerce print procurement solutions and
the Products and to consider modifying such disaster recovery plans in
accordance with reasonable requests made by CoNext from time to time; and
(vi) implement and maintain the security procedures in connection with
its provision of Internet based e-commerce print procurement solutions and
the Products and to consider modifying such security procedures in
accordance with reasonable requests made by CoNext from time to time, and
to permit an independent third party designated by CoNext to certify such
security procedures from time to time.
(c) PRINTCAFE SERVICES TO PRINTER AND SUPPLIERS. printCafe shall actively
market and sell its e-commerce based solutions to printers and suppliers and
shall provide printers and suppliers, subject to printCafe standard terms and
conditions or such other terms and conditions as the parties may agree, with ERP
system solutions, e-commerce solutions, training, installation and initial
setup. printCafe shall give buyers and suppliers in CoNext's preferred
marketplace priority implementation and support status, considering them
preferred customers of printCafe (or such higher level as printCafe may grant
any other customer of printCafe). printCafe shall be responsible for meeting
implementation
2
goals developed in cooperation with CoNext by involving third-party
implementation partners when necessary. Such third-party partners may only be
used with the written approval of CoNext, which approval shall not be
unreasonably withheld or delayed.
(d) PRINTCAFE FEES. The fees that printCafe charges print buyers and other
parties recommended to printCafe by CoNext, including, without limitation,
subscription, license, installation and training fees and an on-going
maintenance fees, shall be equal to or more favorable than the fees then being
charged to other similar printCafe customers by printCafe. printCafe shall be
solely responsible for all terms and conditions contained in such license and/or
other subscription based agreement, and all packaging, delivery, warranty and
on-going support and application maintenance.
2. CO-MARKETING OF PRIVATE LABEL SITES.
(a) APPOINTMENT OF RELATIONSHIP MANAGERS. No later than thirty days after
the execution of this Agreement, printCafe and CoNext shall each appoint a
manager to oversee the relationship between the parties resulting from the
execution of this Agreement. These managers will (i) be responsible for
resolving issues which may arise from time to time, (ii) meet as frequently as
both parties reasonably deem appropriate, and (iii) be responsible for planning
and developing a marketing program to facilitate the promotion strategic
sourcing solutions for the Products.
(b) INTRODUCTION OF PRINTCAFE PRODUCTS. The parties acknowledge and agree
that CoNext shall have initial responsibility for introducing and recommending
printCafe's end to end electronic software solution to selected clients of
CoNext and to client teams created by CoNext. CoNext shall convey applicable
market reaction to printCafe's liaison. In addition, CoNext will recommend that
printers participating in CoNext's Supply Market Solution select printCafe's
management information system and e-commerce software solutions. Based upon the
interest expressed by CoNext's clients, CoNext will involve printCafe's sales
representatives in the sales process. Notwithstanding anything to the contrary
set forth in this Agreement, CoNext has no obligation to establish or maintain a
formal sales organization or marketing program related to this Agreement.
(c) MARKETING MATERIALS; PRODUCT SUPPORT.
(i) Any internal or external marketing by CoNext may require printCafe
participation and support which printCafe shall supply at no cost in its
reasonable discretion. In order for CoNext to market the Software as
provided for in this Agreement, printCafe shall supply CoNext with
marketing documentation in electronic and paper format that can be used by
CoNext without limitation on disclosure, including updates to such
marketing materials when available. In addition, printCafe will make sales
personnel available upon reasonable prior notice to provide on-site product
demonstrations to CoNext's sales prospects. CoNext agrees not to modify,
alter, amend, or knowingly misrepresent any printCafe marketing materials
provided to CoNext pursuant to the terms of this Agreement.
3
(ii) Subject to the prior written consent of CoNext, which consent
shall not be unreasonably withheld or delayed, printCafe may describe its
relationship with CoNext in press releases and other marketing materials
prepared by printCafe. The parties acknowledge that approval of press
releases and other marketing materials by e-mail correspondence will
constitute "written consent" for purposes of this Section 2(c)(ii).
(iii) CoNext agrees to promote its strategic alliance with printCafe
through, among other things, the following:
(A) including printCafe in marketing materials produced or
distributed by or on behalf of CoNext that promote CoNext's
relevant Supply Market Solution;
(B) issuing a mutually acceptable joint press release promptly
following the execution of this Agreement summarizing the
relationship between the parties; and
(C) participating with printCafe at appropriate seminars,
conferences and media events as mutually agreed.
(iv) printCafe will provide to CoNext, upon terms to be agreed upon by
CoNext and printCafe, product training sufficient to provide a reasonable
number of sales representatives of CoNext to develop a working knowledge of
the functionality of the Products.
(d) LIMITATIONS. Nothing in this Agreement shall be deemed a commitment or
obligation on CoNext to effect any level of product sales or amount of revenue
in relation to any internal or external marketing activities supplied by CoNext
with respect to printCafe's product offerings. Similarly, printCafe has no
obligation or commitment to effect any level of revenue for CoNext's services.
printCafe will be solely responsible for obtaining any and all rights necessary
to allow CoNext to market, in accordance with this Agreement, any third party
components contained in printCafe's Internet based e-commerce print procurement
solutions and the Products. Neither party may make commitments of any kind for
or on behalf of the other party without first obtaining the other party's prior
written consent. Such commitments may include, but are not limited to,
recommendations for specific resources of CoNext or printCafe.
(e) OTHER PRODUCTS AND SERVICES. The parties will consider expanding the
scope of the product and services sourced through printCafe beyond the printing
and publishing industries and target other markets to support the objectives of
the parties hereto. Such additional markets shall be as mutually agreed upon by
the parties and confirmed in writing.
3. CONSIDERATION.
(a) FEES AND EXPENSES. Unless otherwise expressly agreed upon in writing,
each party will be responsible for its own costs associated with the activities
performed
4
under this Agreement, including but not limited to, work performed and costs
incurred in connection with any proposals and other marketing preparation in
connection with a sales opportunity. CoNext will retain 100% of fees related for
services provided by CoNext to third parties. printCafe will retain 100% of the
software license fees, subscription fees, activation charges, maintenance fees,
and set-up and training fees pursuant to its subscription and/or license
agreements with sales prospects. In cases where CoNext is selling a bundled
solution that includes printCafe software, printCafe will be paid 100% of its
preferred client rate, exclusive of any xxxx-up that CoNext may charge the
purchaser.
(b) WARRANTS. In consideration of CoNext entering into this Agreement,
contemporaneously with the execution of this Agreement printCafe and CoNext
shall enter into that certain Warrant Agreement attached hereto as EXHIBIT B
pursuant to which printCafe shall issue up to 2,500,000 warrants to purchase
shares of printCafe's common stock.
4. CONFIDENTIAL INFORMATION. Each party acknowledges that, in connection
with this Agreement and its relationship with the other party, it may obtain
information or materials relating to the other party and its Affiliates (as
hereinafter defined) which is of a confidential and proprietary nature
("Confidential Information"). The receiving party of such Confidential
Information shall, at all times, keep in trust and confidence all such
Confidential Information, and shall not use such Confidential Information other
than as expressly authorized by the disclosing party under the terms of this
Agreement, nor shall the receiving party disclose any such Confidential
Information to any third party without the disclosing party's prior written
consent. The receiving party further agrees to immediately return to the
disclosing party all Confidential Information (including any copies thereof) in
the receiving party's possession, custody or control upon termination of this
Agreement or at any time and for any reason if the disclosing party so requests.
Notwithstanding the foregoing, the confidentiality obligations set forth in this
SECTION 4 shall not apply to information or materials which (a) has entered the
public domain, except where such entry is the result of the receiving party's
breach of this Agreement, (b) subsequent to disclosure hereunder is obtained by
the receiving party on a nonconfidential basis from an unaffiliated third party
who has a right to disclose such information to the receiving party, and (c) is
required to be disclosed pursuant to the order of a court of competent
jurisdiction, provided that the disclosing party is given adequate notice and
the ability to challenge such required disclosure if it so chooses. Neither
party shall disclose, advertise or publish the terms and conditions of this
Agreement without the prior written consent of the other party except as
otherwise required by law. For purposes of this Agreement, "Affiliate" shall be
deemed to mean, with respect to any person, any person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with such person.
5
5. RIGHT OF FIRST OFFER. If CoNext elects to implement an internal print
procurement solution, CoNext shall offer printCafe the opportunity to provide
such services on mutually acceptable terms. The parties each agree that they
will act in good faith and without undue delay as they participate in
discussions on the terms pursuant to which printCafe will provide an internal
print procurement solution; PROVIDED HOWEVER, nothing in this Agreement shall
obligate either party necessarily to reach an agreement with the other with
respect to such solution.
6. TERM; TERMINATION.
(a) TERM OF AGREEMENT. This Agreement shall have a three-year term from the
date first written above, subject to earlier termination pursuant to SECTION
6(B) (the "Initial Term"). If neither party provides written notice to the other
party of its intent to terminate this Agreement upon expiration of the Initial
Term or any one-year renewal thereof at least ninety (90) days prior to the
expiration of the Initial Term or any renewal thereof, as applicable, this
Agreement shall continue for additional one-year periods.
(b) TERMINATION OF AGREEMENT. Notwithstanding SECTION 6(A), this Agreement
may be terminated as follows:
(i) By printCafe immediately upon written notice to CoNext in the
event that Electronic Data Systems Corp., A.T. Xxxxxxx, Inc. or any
Affiliate of either such entity enters into a strategic alliance or other
similar agreement with a competitor of printCafe with respect to the
provision of e-commerce based procurement of Products in North America;
(ii) By CoNext if a force majeure event described in SECTION 11(H)
substantially delays or prevents performance by printCafe for more than
thirty (30) days; or
(iii) By either party as set forth below:
(A) a party shall notify the other party the earlier of ten (10)
days after any public announcement relating to a Change of
Control (as hereafter defined) of such party, notwithstanding
SECTION 11(B) or the consummation of such Change of Control.
Thereafter, the party receiving the notice may, within sixty (60)
days after receipt of any such notice, notify the other party of
its intent to terminate this Agreement as of a date set forth in
such notice;
(B) immediately upon written notice to the other party if the
other party has failed to cure a breach of any material term or
condition under this Agreement within thirty (30) days after
receipt of written notice from the other party which includes a
detailed description of such breach; or
(C) immediately upon written notice to the other party if either
party ceases to do business as a going concern, either party
becomes
6
the object of the institution of voluntary or involuntary
proceedings in bankruptcy or liquidation which is not dismissed
within sixty (60) days after being filed, or a receiver is
appointed with respect to a substantial portion of assets.
For purposes of SECTION 6(b)(III)(A), a "Change of Control" means
(i) the owner or owners of CoNext or printCafe as of the date
hereof, as the case may be, fail to own at least 50% of the
combined voting power or outstanding capital stock of such party,
(ii) the consummation of a merger or consolidation of CoNext or
printCafe, as the case may be, with or into another entity or any
other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not stockholders of
CoNext or printCafe, as the case may be, or their respective
Affiliates, as the case may be, immediately prior to such merger,
consolidation or other reorganization, or (iii) the sale,
transfer or other disposition of all or substantially all of the
assets of CoNext or printCafe, as the case may be other than to
the owner or owners of CoNext or printCafe, as the case may be,
or their respective Affiliates, as the case may be.
(c) RETURN OF MATERIALS. Except as otherwise agreed by the parties in
writing, each party will, within thirty (30) days after the expiration or
termination of this Agreement, return to the other party all such other party's
materials, programs, manuals and other items and information then in its
possession or under its control.
7. REPRESENTATIONS AND WARRANTIES.
(a) BY EACH PARTY. Each party represents and warrants to the other party
that (i) it has the power and authority to enter into this Agreement and perform
its obligations hereunder, (ii) the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby has been duly
authorized by all necessary corporate or other organizational action on the part
of such party, and (iii) this Agreement has been duly executed and delivered by
an authorized officer of such party and constitutes the valid and binding
obligation of such party enforceable against it in accordance with its terms.
(b) BY PRINTCAFE. printCafe represents and warrants to CoNext that none of
its Internet based e-commerce print procurement solutions or the Products
infringe, misappropriate or violate any intellectual property rights of any
third parties.
8. INDEMNIFICATION.
(a) BY PRINTCAFE. Subject to SECTION 8(B), printCafe shall defend, hold
harmless and indemnify CoNext, its Affiliates and their respective directors,
officers, employees and agents (the "CoNext Indemnified Parties") from and
against any and all
7
claims, liabilities, losses or damages (including reasonable attorneys' fees,
expert witness fees, expenses and costs of settlement) resulting from or arising
out of:
(i) any infringement, misappropriation, violation or misuse of any
patent, copyright, trade secret or other intellectual property rights
(collectively, "Infringement Claims") asserted by any third party against
any CoNext Indemnified Party or its clients in connection with the use of
any of printCafe's Internet based e-commerce print procurement solutions or
the Products; and
(ii) any claim asserted by any third party against any of the CoNext
Indemnified Parties or their clients in connection with products or
services offered by printCafe or any of its Affiliates.
(b) PROCEDURES.
(i) If any civil, criminal, administrative or investigative action or
proceeding (any of the foregoing, a "Claim") is threatened or commenced
against any CoNext Indemnified Party that printCafe is obligated to defend,
hold harmless or indemnify under SECTION 8(a), then notice thereof shall be
given to printCafe as promptly as practicable; PROVIDED, HOWEVER, that any
delay by the CoNext Indemnified Party in giving such notice shall not
constitute a breach of this Agreement and shall not excuse printCafe's
obligation under this SECTION 8(b)(i) except to the extent, if any, that
printCafe is prejudiced by such delay. After such notice, printCafe shall
be entitled, if it so elects in writing within ten (10) days after receipt
of such notice, to take control of the defense and investigation of such
Claim and to employ and engage attorneys of its choice to handle and defend
the same, at printCafe's sole cost and expense. The CoNext Indemnified
Party shall cooperate in all reasonable respects with printCafe and its
attorneys in the investigation, trial and defense of such Claim and any
appeal arising therefrom; PROVIDED, HOWEVER, that the CoNext Indemnified
Party may, at its own cost and expense, participate through its attorneys
or otherwise, in such investigation, trial and defense of such Claim and
any appeal arising therefrom. In any Claim the defense of which is
controlled by printCafe, printCafe shall not, without the CoNext
Indemnified Party's prior written consent (which consent shall not be
unreasonably withheld or delayed), compromise or settle such Claim if: (A)
such compromise or settlement would impose an injunction or other equitable
relief upon any CoNext Indemnified Party; or (B) such compromise or
settlement does not include a release of the CoNext Indemnified Party from
all liability relating to such Claim for which the CoNext Indemnified Party
is entitled to be indemnified.
(ii) After notice by printCafe to the CoNext Indemnified Party of its
election to assume full control of the defense of any such Claim pursuant
to SECTION 8(b)(i), printCafe shall not be liable to the CoNext Indemnified
Party for any legal expenses incurred thereafter by such CoNext Indemnified
Party in connection with the defense of that Claim and any appeal arising
therefrom. If printCafe does not assume full control over the defense of a
Claim pursuant to SECTION 8(b)(i), then printCafe may participate in such
defense, at its sole cost and
8
expense, and the CoNext Indemnified Party may defend and/or settle the
Claim in such manner as it may deem appropriate, at the cost and expense of
printCafe.
9. LIMITATION OF LIABILITY. A party's liability to the other party to this
Agreement or any other party for damages, injuries, losses, costs or expenses of
any kind, however caused, based on or arising from or in connection with this
Agreement, any termination hereof, or the subject matter hereof, whether arising
in contract or tort (including as a result of negligence or strict liability),
and whether or not such party shall have been informed, or might have
anticipated the possibility of any such damage, loss, cost or expense shall be
limited in the aggregate to $100,000. The foregoing limitations shall not apply
to: (a) amounts for fees and charges otherwise due and payable under this
Agreement (if any); (b) a breach of SECTION 4; or (c) amounts due pursuant to
the indemnification obligations set forth in SECTION 8.
10. DISCLAIMER OF DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION TO THE
CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ANY OF
THEIR AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS BE
LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT
OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY OR ANY OTHER SUCH
ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THE
FOREGOING EXCLUSION SHALL NOT APPLY TO CONSEQUENTIAL DAMAGES OR LOST PROFITS
INCURRED BY EITHER PARTY AS A RESULT OF A BREACH OF SECTION 4 OR THE
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.
11. OTHER TERMS AND CONDITIONS.
(a) INDEPENDENT CONTRACTORS. The parties and their respective employees and
representatives are and shall be independent contractors with respect to the
other party and neither party by virtue of this Agreement shall have any right,
power or authority to act or create any obligation, express or implied, on
behalf of the other party.
(b) ASSIGNMENT. Neither party may assign its rights, or delegate its duties
or obligations under this Agreement to any person or entity, in whole or in part
without the prior written consent of the other party which consent shall not be
unreasonably withheld or delayed; PROVIDED, HOWEVER, that subject to SECTION
6(B)(III)(A), either of the parties may assign its rights, or delegate its
duties and obligations under this Agreement in connection with: (i) the sale of
all or substantially all of its assets to a third party; or (ii) the merger or
transfer of its equity interests by operation of law or otherwise, in either
case so long as such transferee or other party is not a competitor of the other
party to this Agreement.
(c) SEVERABILITY; INTERPRETATION. If any provision of this Agreement is
determined to be invalid under any applicable statute or rule of law, such
decision shall not
9
have the effect of invalidating or voiding the remainder of this Agreement, it
being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent or, if such
modification is not possible, by substituting therefor another provision that is
valid, legal and enforceable so as to materially effectuate the parties' intent.
This Agreement shall be interpreted fairly in accordance with its terms and
without any strict construction in favor or against either of the parties
hereto.
(d) NOTICE. Except as otherwise provided herein, all notices shall be in
writing and shall be deemed to be delivered when received if sent by certified
mail, postage prepaid, return receipt requested, or by nationally recognized
overnight courier. All notices shall be directed to the parties at the following
respective addresses set forth below or to such other address as either party
may, from time to time, designate by notice to the other party:
If to printCafe:
printCafe Systems, Inc.
Forty 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Financial Officer
If to CoNext:
CoNext Holdings, Inc.
000 Xxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: President
(e) ENTIRE AGREEMENT; MODIFICATION. This Agreement, together with the
Exhibits attached hereto, constitutes the full and complete understanding and
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements between the
parties related to the subject matter hereof. No amendment, change, waiver, or
discharge hereof shall be valid unless in writing and signed by both parties. No
waiver of any provision hereof or of any right or remedy hereunder shall be
effective unless in writing and signed by the party against whom such waiver is
sought to be enforced.
(f) GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of Illinois without regard to its conflict of laws provisions.
(g) SURVIVAL. The respective rights and obligations of the parties under
SECTIONS 4, 6(C), 7, 8, 9, 10 and 11 shall survive any termination or expiration
of this Agreement.
(h) FORCE MAJEURE. If the performance of any part of this Agreement by
either party is prevented, hindered, delayed or otherwise made impracticable by
reason of any flood, riot, fire, judicial or governmental action, labor
disputes, act of God or any other
10
causes beyond the control of either party, that party shall be excused from such
to the extent that it is prevented, hindered or delayed by such causes.
Notwithstanding the foregoing, if such circumstances substantially delay or
prevent performance by printCafe for more than thirty (30) days, CoNext may
terminate this Agreement as set forth in SECTION 6(b)(ii).
(i) NON-WAIVER. No delay or omission or failure to exercise any right or
remedy provided for herein will be deemed to be a waiver thereof or acquiescence
to the event giving rise to such right or remedy, but every such right and
remedy may be exercised from time to time and so often as may be deemed
expedient by the party exercising such right or remedy.
(j) CAPTIONS. The captions of the sections herein are for convenience only
and shall not affect in any way the scope, intent or meaning of the provisions
to which they refer.
IN WITNESS WHEREOF, the parties hereto have entered into this Strategic
Alliance Agreement as of the date first written above.
PRINTCAFE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO & EVP Business Development
CONEXT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
11
EXHIBIT A
PRINTCAFE E-COMMERCE SITE SPECIFICATIONS (AUGUST 21, 2000)
THE PRIVATE LABEL SITE PROVIDES THE FOLLOWING FUNCTIONALITY:
CREATION OF NEW PROJECTS
The New Project feature allows the creativity to design products via process
tabs. These tabs help specify job requirements. Print buyers can provide details
needed to produce jobs. This same information is used to create an RFQ (Request
for Quote), an estimate, and then the print job instructions.
PROJECT CREATION WITH PRINTELLECT(TM)
The PrIntellect tab provides questions for the novice user. Information supplied
on PrIntellect tab automatically populates default settings on the process tabs.
The questions and answers displayed on the PrIntellect tab and the default
information supplied in the process tabs are specified/configured by the site
owner. More advance buyers can specify their own requirements in the process
tabs: Prepress, Press, Postpress, and Shipping. Completion of the Prepress,
Press, Postpress and Shipping tabs are optional.
ABILITY TO SPECIFY PREPRESS MATERIALS AND PROCESSES
On the prepress tab, the print buyer can choose specific material, processes,
source platform, and storage medium. Based on the material type selected,
additional specific questions are asked. Under the notes field, specific
instructions for the job can be entered.
fABILITY TO SPECIFY PRESS MATERIALS AND PROCESSES
The press tab allows the definition of printing methods available (offset,
gravure, flexo etc.), inline operations (embossing, gluing, numbering,
perforating, imprinting, and die cutting), paper specifications (basis weight,
brand, roll width, sheet size etc), and ink specifications (including on screen
PMS color matching system). Impositions used by the printer are also displayed
on this tab.
ABILITY TO SPECIFY POSTPRESS PROCESSING
Specifications defined on the Postpress tab include binding method (if
applicable), offline coating options, special operations (trimming, tipping, or
stamping), folding configurations, and inline operations (polybagging, ink
jetting, etc.). Under the notes field, specific postpress instructions can be
specified.
ABILITY TO SPECIFY SHIPPING METHOD
Bulk shipping, zip code or distribution type can be specified on the shipping
tab
1
ON-LINE REVIEW AND APPROVALS
Buyers can specify who from their company needs to review and/or approve the
project during each phase. This functionality is expected to be available by
October 15, 2000.
SUMMARY OF PROJECT INFORMATION
The summary tab provides a summary of the project information including
PrIntellect, prepress, press, postpress, and shipping information.
GENERATE MULTIPLE COMPONENTS/VERSIONS
Components represent parts within a project that are produced individually and
then combined together to make a finished project shipped out to a customer. A
user may create an unlimited quantity of components within one project. A
version represents a unique kit comprised of components sequenced in a specific
order. The user may create numerous versions within a project. This
functionality is expected to be available by October 15, 2000.
CREATE REVISIONS
Revisions can be created for projects whenever a specific change within the
project needs to be tracked. Buyers may activate previous revisions. Printers
may create revisions of project when responding to quotes but the buyer must
agree to that revision in order to activate it.
ABILITY TO COMPARE PROJECT REVISIONS
Any two revisions of a project can be compared side by side on the revisions
tab. This line-by-line comparison helps identify what information has changed.
MANAGE PROJECTS
Projects are managed using a project tree control. From this control, projects
can be created and organized, RFQ's can be generated, templates (of commonly
used projects) can be created, and orders can be placed.
REAL-TIME COMMUNICATION BETWEEN BUYERS AND PRINTERS WITH SIMULSPEC(TM)
SimulSpec creates a collaborative work environment that allows printers and
buyers to see print designs and specifications in a real-time. This is Web-based
browser sharing technology that helps printers guide novice buyers through the
design and specification process. This feature is expected to be delivered in
the fourth quarter of 2000.
CREATE A REQUEST FOR QUOTE ("RFQ")
RFQ's can be submitted online. RFQ's are submitted to either the printer whose
site the buyer is logged in to, or to a selected vendor(s) from a buyer's site.
From a buyer's site, the vendor list can be fine-tuned by utilizing search
criteria such as: years in business, average press run length, annual sales
volume, in state, and ISO certification. Vendors and vendor information
available on a buyer's site is specified by the buyer. Search criteria can also
be customized on the buyer's site.
2
SUBMIT QUOTES
Printers/suppliers can submit quotes that include quote amount, sales tax, and
price per additional thousand. The system then automatically calculates the
total quote amount. The printer can submit up to five different quotes per RFQ
with an unlimited quantity of line item details for each quote. Printer can also
create line items with zero quantity for speculative items.
REVIEW QUOTES AND PLACE ORDERS
When reviewing quotes, the buyer can review individual quotes for each printer
and/or compare quotes from all printers.
TRACK JOB STATUS
Projects can be tracked by both printers and buyers. The status information is
entered manually or, once printCafe Pro is available, can be automatically
populated by the printer's ERP system.
INTEGRATION WITH ERP PLATFORM SYSTEMS (FOR PRINTCAFE UNLIMITED AND PRINTCAFE
PRO)
printCafe Pro Service is designed to integrate with certain ERP platform
systems, including Xxxxx XX(TM), Logic Management System, Programmed Solutions
Management System and Prograph Management System. These enterprise software
applications are designed to manage certain stages of the print production
process, including:
Pre-press
Printing and post-press
Create detailed job instructions
Schedule all stages of print production from pre-press to mailing
Collect real-time data to integrate bindery
Create timely detailed job cost analyses
Create status reports and invoices
PRINTCAFE PCX(TM) (FOR PRINTCAFE UNLIMITED AND PRINTCAFE PRO)
printCafe PCX is an integration specification for interfacing external systems
and services with printCafe's e-commerce software.
3
